CNA SUPPLEMENTAL EXECUTIVE SAVINGS
AND CAPITAL ACCUMULATION PLAN




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CNA SUPPLEMENTAL EXECUTIVE SAVINGS
AND CAPITAL ACCUMULATION PLAN
 TABLE OF CONTENTS
 ARTICLE I GENERAL PROVISIONS
    
    
    11.1 Purpose
    
    
    11.2 Effective Date
    
    
    11.3 Company and Employers
    
    
    11.4 Plan Year
    
    
    11.5 Definitions and Rules of Construction
    
    
    1ARTICLE II ELIGIBILITY AND BENEFITS
    
    
    52.1 Eligibility
    
    
    52.2 Elective Deferrals
    
    
    62.3 Employer Contributions
    
    
    82.4 Earnings
    
    
    92.5 Vesting
    
    
    92.6 Time and Form of Payment
    
    
    92.7 Death Benefits
    
    
    12ARTICLE III PAYMENT OF BENEFITS
    
    
    133.1 Source of Payment
    
    
    133.2 Establishment of Trust
    
    
    133.3 Withdrawals for Financial Emergency
    
    
    133.4 Withholding and Payroll Taxes
    
    
    143.5 Payment on Behalf of Disabled or Incompetent Persons
    
    
    143.6 Missing Participants or Beneficiaries
    
    
    143.7 Other Permitted Distributions
    
    
    15ARTICLE IV ADMINISTRATION
    
    
    164.1 Administrator
    
    
    164.2 Administrators Powers
    
    
    164.3 Binding Effect of Rulings
    
    
    174.4 Claims Procedure
    
    
    174.5 Indemnity
    
    
    19ARTICLE V AMENDMENT AND TERMINATION OF PLAN
    
    
    205.1 Amendment
    
    
    205.2 Termination
    
    
    20ARTICLE VI MISCELLANEOUS
    
    
    216.1 Status of Plan
    
    
    216.2 Nonassignability
    
    
    216.3 No Contract of Employment
    
    
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6.4 Participant Litigation
    
    
    216.5 Participant and Beneficiary Duties
    
    
    216.6 Governing Law
    
    
    226.7 Validity
    
    
    226.8 Notices
    
    
    226.9 Successors
    
    
    22APPENDIX A FULL VESTING OF PARTICIPANTS AFFECTED BY CERTAIN EVENTS
    
    
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CNA SUPPLEMENTAL EXECUTIVE SAVINGS
AND CAPITAL ACCUMULATION PLAN
 ARTICLE I  GENERAL PROVISIONS
 Purpose
 Effective Date
 Company and Employers
 Plan Year
 Definitions and Rules of Construction




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(i)
    
    The Deferred Account shall include the amounts deferred by the
Participant pursuant to Section 2.2 and the income attributable thereto.(ii)
    
    The Matching Account shall include any amounts credited to the
Participant pursuant to Section 2.3(a) or (b) and the income attributable
thereto.(iii)
    
    The Employer Account shall include any amounts credited to the
Participant pursuant to Section 2.3(c) and the income attributable thereto.
  (iv)
    
    The Pre-2005 portion of the Deferred Account shall consist of
all amounts allocated to the Deferred Account on or before December 31, 2004,
and any earnings thereon.(v)
    
    The Pre-2005 portion of the Matching Account and the Employer
Account shall consist of the vested portions of such Accounts as of December
31, 2004, and any earnings thereon.(vi)
    
    The Post-2004 portion of each Account shall consist of any
amount not included in the Pre-2005 Portion.
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ARTICLE II  ELIGIBILITY AND BENEFITS
 Eligibility
   (i)
    
    An Employee whose Compensation for the Plan Year exceeds (or,
as determined by the Administrator, is expected to exceed) the limitation of
Code §401(a)(17);(ii)
    
    An Employee hired during the Plan Year with a base salary that
exceeds the limitation of Code §401(a)(17) (without regard to whether the
Employees total Compensation for the Plan Year is expected to exceed such
limitation shall be eligible to participate on his or her date of hire);
provided that such Employee has not participated (other than through accrual of
earnings on amounts previously deferred) in any account balance nonqualified
deferred compensation arrangement sponsored by the Company or any member of the
Controlled Group during the 24 month period prior to the date he or she is
hired, unless the employee received a distribution of his or her entire balance
in such plan during such 24 month period, and immediately prior to such
distribution was not eligible to continue to participate in such plan. An
Employee whose Compensation unexpectedly exceeds the limitation of §401(a)(17)
during a Plan Year, and who otherwise satisfies the requirements of the
preceding sentence (including any Basic or Performance Contributions under this
Plan during such 24 month period) may, if permitted by the Administrator, be
treated as have been hired on the date that his or her Compensation exceeds
such limit; and(iii)
    
    An Employee who will be a Choice 2 Participant shall be
eligible to participate, solely for purposes of being credited with Basic and
Performance Contributions, in the first Plan Year in which his or her
Retirement Plan Compensation exceeds the limitation of Code §401(a)(17).
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Elective Deferrals
  (i)
    
    A Participant who is a Highly Compensated Employee under the
terms of the S-CAP for a Plan Year may make a simultaneous contribution
election. The maximum percentage for a simultaneous contribution election
shall be equal to the highest percentage of Compensation that the Participant
would be permitted to defer as Before-Tax Contributions (including Roth
Contributions for all purposes of this paragraph (a)) if he or she were not a
Highly Compensated Employee under the provisions of the S-CAP applicable to him
for the Plan Year, reduced by the highest percentage of Compensation that a
Highly Compensated Employee is permitted to contribute as Before-Tax
Contributions for the Plan Year. If a Participant makes a simultaneous
contribution election, the elected percentage will be withheld from the
Participants Compensation beginning with the first paycheck in the Plan Year
(or the first paycheck after the Participant makes a deferral election in the
case of a Participant described in Section 2.1(b)(ii)) until the Participants
Before Tax Contributions to the S-CAP must be discontinued by reason of one of
the Tax Limits, and thereafter the percentage withheld from the Participants
compensation for the remainder of the Plan Year will be equal to the percentage
elected for excess contributions.(ii)
    
    A Participant may make an excess contribution election for any
Plan Year. The maximum percentage for an excess contribution election shall be
equal to the highest percentage of Compensation that a non-Highly
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Compensated Employee is permitted to defer as Before-Tax Contributions under
the S-CAP. If a Participant makes an excess contribution election, the
elected percentage will be withheld from the Participants Compensation
beginning with the first paycheck in the Plan Year in which the
Participants Before Tax Contributions to the S-CAP must be discontinued by
reason of one of the Tax Limits, and for the remainder of the Plan Year.
  (i)
    
    Except as otherwise provided below, all deferral elections
shall be made not later than the last day of the Plan Year immediately
preceding the Plan Year to which the deferral election shall apply.(ii)
    
    An Employee who first becomes eligible to participate during a
Plan Year pursuant to Section 2.1(b)(ii) may make a deferral election not later
than 30 days after he or she becomes eligible, which deferral election shall
apply only to Compensation earned after the date of the election.
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Employer Contributions
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Earnings
    Vesting
 Time and Form of Payment
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(i)
    
    In a single lump sum, paid as soon as practical, but in no
event more than 90 days following the Participants termination of employment;(ii)
    
    In a single lump sum, paid during January of the year following
the year that includes the Participants termination of employment; or(iii)
    
    In a series of not more than 10 annual installments, payable
during January of each year commencing with the year following the year that
includes the Participants termination of employment. Each such installment
shall be equal to the remaining balance in Participants Account immediately
prior to the payment of such installment divided by the number of installments
remaining to be paid.
  (i)
    
    When the Participant enters into his or her first Deferral
Agreement or,(ii)
    
    In the case of a Choice 2 Participant, not later than 30 days
after the date of the paycheck that causes his or her Retirement Plan
Compensation to exceed the §401(a)(17) limit in the first year in which his or
her Retirement Plan Compensation exceeds such limit; provided, however, that if
such Participant has deferred compensation or accrued a benefit under any
nonqualified deferred compensation plan in any prior year (within the meaning
of the last sentence of Treasury Regulation §1.409A-2(a)(7)(iii)), the payment
election shall not apply to any deferred compensation for services provided
prior to the date of the election (including the Participants annual bonus for
the prior year), and such deferred compensation and the earnings thereon shall
instead be paid as if no election had been made.
   (i)
    
    Except as otherwise provided below, no part of a Participants
Post-2004 Account shall be payable until the Participant has incurred a
separation from service as defined in Code §409A.
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(ii)
    
    No part of a Participants Post-2004 Account shall be payable
to a Participant who is a designated employee, as defined in Code §409A, until
the first business day that is at least six months after he or she has incurred
a separation from service, unless the Participant is disabled. For this
purpose, a Participant shall be considered disabled only if he or she has
received benefits under a CNA disability plan for a period of at least three
months, by reason of a medically determinable physical or mental impairment
which can be expected to either result in death or last for a continuous period
of not less than 12 months. The identification of Participants as designated
employees shall be made as of December 31 of each year by Loews Corporation
based upon the employees of the controlled group of which Loews Corporation is
the common parent, and a Participant identified as a designated employee as of
any December 31 shall be subject to the provisions of this paragraph (c)(ii) if
the Participant incurs a separation from service during the twelve month period
commencing on the following April 1.(iii)
    
    In no event shall the distribution of any Post-2004 Account be
accelerated to a time earlier than which it would otherwise have been paid,
whether by amendment of the Plan, exercise of the Operations Committees
discretion, or otherwise, except as permitted by regulations issued pursuant to
Code §409A.(iv)
    
    In the event that the Administrator, in its sole discretion,
determines that any time or form of distribution provided for in the Plan, or
the existence of a right to elect a different time or form of distribution,
would cause the Plan to fail to meet the requirements of Code §409A, or
otherwise cause Participants to be subject to any adverse federal income tax
consequences, the Administrator shall adopt procedures modifying or removing
the form of distribution or election right, which shall be deemed an amendment
to the Plan.(v)
    
    Any Deferral Agreement that provides for a different form or
time of payment shall specify the time and manner of payment, without Employer
or Participant discretion, at the time the Deferral Agreement is entered into,
and shall otherwise comply with the requirements of this paragraph (b);
provided that, in addition to a severance from service, a Deferral Agreement
may provide for benefits to be paid at a specified time or pursuant to a fixed
schedule set forth in the Deferral Agreement, or upon the occurrence of a
change in ownership or control of the Participants Employer, or in a
substantial portion of its assets, as defined in Code §409A, and provided
further that a Deferral Agreement may permit a Participant to elect to further
defer the distribution of his or her Account if the election does not take
effect for at least twelve months and the distribution of the Post-2004 Account
is deferred by at least five years.
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Death Benefits
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ARTICLE III  PAYMENT OF BENEFITS
 Source of Payment
 Establishment of Trust
 Withdrawals for Financial Emergency
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Withholding and Payroll Taxes
 Payment on Behalf of Disabled or Incompetent Persons
 Missing Participants or Beneficiaries
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Other Permitted Distributions
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ARTICLE IV  ADMINISTRATION
 Administrator
 Administrators Powers
 Interpretation of Plan
 Plan Procedures
 Benefit Determinations
 Enforcement of the Plan
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Maintenance of Plan Records
 Allocation of Duties
 Correction of Errors
 Binding Effect of Rulings
 Claims Procedure
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Indemnity
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ARTICLE V  AMENDMENT AND TERMINATION OF PLAN
 Amendment
 Termination
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ARTICLE VI  MISCELLANEOUS
 Status of Plan
 Nonassignability
 No Contract of Employment
 Participant Litigation
 Participant and Beneficiary Duties
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Governing Law
 Validity
 Notices
 Successors
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CNA FINANCIAL CORPORATIONBy:
    
    /s/ Thomas PontarelliThomas Pontarelli, Executive Vice President & Chief
Administration Officer, Continental Casualty Company
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APPENDIX A
 Sales of Business Units
  Transaction
    
    Closing Date
    
    Exceptions/Special RulesSale of Life Reinsurance Business Unit to MARC
    
    12/31/00
    
    NoneSale of CNA Credit Collection Agency, Inc., to Coface
    
    12/31/02
    
    NoneSale of the unbundled risk management business of RSKCo Services, Inc to Cunningham Lindsey US
    
    6/2/03
    
    NoneSale of Smith System to McFadden Brothers
    
    4/29/03
    
    NoneSale of CNA Group Operations to Hartford Financial Services Group
    
    12/31/03
    
    NoneSale of individual life insurance business to Swiss Re Life & Health America
    
    App. 3/31/04
    
    None
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